CARRIER TERMS OF USE - plspro.com

1 - 1 - PITTSBURGH LOGISTICS SYSTEMS(PLS PRO) CARRIER TERMS OF USE PROVIDES A WEB SITE LOCATED ON THE INTERNET AT (THE SITE ) TO FACILITATE TRANSPORTATION SERVICES. THROUGH THE SITE, REGISTERED CARRIERS MAY MAKE OFFERS TO PROVIDE TRANSPORTATION SERVICES, PARTICIPATE IN THE CARRIER COMMUNITY, AND GAIN ACCESS TO RELEVANT INDUSTRY INFORMATION AND SERVICES. These TERMS of Use describe the TERMS and conditions applicable to your use of this Site and shall apply to all transactions awarded through it. BY PROVIDING YOUR OPERATING AUTHORITY, insurance CERTIFICATE, AND A COMPLETED W9 FORM TO , YOU ACKNOWLEDGE THAT YOU HAVE READ AND ACCEPT THE TERMS AND CONDITIONS CONTAINED HEREIN AND AS A DULY AUTHORIZED REPRESENTATIVE OF YOUR COMPANY, YOU CAN FORM LEGALLY BINDING CONTRACTS ON BEHALF OF YOUR COMPANY UNDER APPLICABLE LAW.

2 Upon receipt of these documents, will designate you as a Registered CARRIER ( CARRIER ). 1. CARRIER understands and agrees that by entering a rate and clicking Enter Rate CARRIER is making an offer to provide transportation services for the shipment listed on that web page at the proposed rate2 and that rate may be accepted by to form a binding agreement for transportation services. CARRIER represents that rates entered at this Site are all inclusive rates for each shipment, including accessorial charges. Any rules or tariff of CARRIER are inapplicable. On or before the time stated on the Site during which offers may be accepted, expects to select a CARRIER and accept an offer for transportation services.

3 However, prior to award, reserves the right to withdraw the shipment from the Site. In addition, if no acceptable rate offers are submitted, reserves the right to contact a CARRIER and attempt to negotiate a different rate. shall notify CARRIER of an acceptance of transportation services and confirm shipment and shipment details. 2. CARRIER shall sign a bill of lading or receipt for each shipment tendered to it in the form required by , which form shall, among other things, identify the Shipper for whom CARRIER is performing the Transportation Service. If any TERMS , conditions, or provisions of any bill of lading or other form of freight receipt or contract for each shipment, except as provided herein in paragraph 24, are inconsistent with any term or provision of this Contract, this Contract shall control.

4 Upon delivery of each shipment, CARRIER shall obtain a receipt from the consignee in a form acceptable to , setting forth the 1 , as used herein, shall also include Pittsburgh Logistics Systems, Inc and Quadrivius, Inc., its parent company. 2 It is understood that the proposed rate may be a product of an estimated weight, which is subject to adjustment based upon actual independently verified weight or the weight as recorded on the bill of lading. The proposed rate, to the extent it is a product of estimated mileage, is subject to adjustment based upon actual verified mileage. - 2 - goods delivered, correct count, condition of such goods and date and time of delivery.

5 Furthermore, CARRIER agrees to confirm delivery of each shipment through the website. 3. CARRIER and agree that the Transportation Services provided are for specified services under specific rates and conditions pursuant to 49 Section 14101 (b). CARRIER and agree to be bound by the provisions herein and, as provided in 49 Section 14101 (b), hereby expressly waive all rights and remedies contained in the ICC Termination Act of 1995, 49 Sections 13101, et seq. (and all regulations promulgated thereunder, including but not limited to, 49 ) for transportation covered under these TERMS ; provided, however, the provisions relating to registration, insurance and safety fitness and any other provisions expressly agreed to or incorporated by reference herein shall not be waived.

6 CARRIER acknowledges, understands, and agrees that it is responsible for complying with all laws, statutes, rules, regulations and policies relating to, among other things, the packaging, load securement, bills of lading, loading, and movement of any material for all shipments hereunder, including, without limitation, rules, regulations and policies issued from time to time by or on behalf of Shipper. 4. CARRIER agrees that the Transportation Service shall be for the prompt transportation of products on behalf of shippers (each a "Shipper" and collectively "Shippers") as arranged by or through to and from points and places as are from time to time designated by and made a part of these TERMS , subject to the provisions herein and the limitations of CARRIER S operating authority.

7 CARRIER covenants and agrees that the Transportation Service to be provided by CARRIER shall include, without limitation, the following: (i) the procurement of necessary approvals, authorities or licenses from all applicable governmental agencies or regulatory authorities (ii) the provision of motor vehicles and allied equipment ("VEHICLES") (iii) the maintenance of the VEHICLES in a safe and roadworthy condition and in accordance with the rules and regulations of the Federal Motor CARRIER Safety Administration; (iv) the provision of competent drivers ( CARRIER shall have the right to engage such individual independent contractors or employ such individuals as it may deem necessary) CARRIER shall have sole and exclusive responsibility over the manner in which it or its employees or independent contractors perform the Transportation Service.

8 CARRIER shall also be responsible for all liabilities with respect to the Transportation Service, including, but not limited to, all costs, expenses and liabilities (including reasonable attorneys fees) incident to or arising out of accidents, repairs of equipment, labor, fuel and insurance . CARRIER , at its own cost and expense, shall employ or furnish competent, able and legally licensed personnel - 3 - to operate the equipment used to provide service pursuant to this Contract. CARRIER shall not broker any shipment (v) proper compliance with State and Federal safety regulations and with safety regulations of the applicable Shipper, to the extent provided to CARRIER (vi) the safe, proper, and legal load securement of all products tendered to CARRIER for shipment (vii) the dispatch of drivers and VEHICLES (viii) timely pick-up and delivery (ix) the procurement of all supplies 5.

9 In the performance of Transportation Services under this Contract, CARRIER shall not use any other motor CARRIER , intermediary or broker to transport or arrange to transport any shipments tendered to CARRIER for transportation without prior written approval from If CARRIER should directly or indirectly subcontract or broker any shipment CARRIER shall assume full responsibility and liability for the acts and omissions of the CARRIER handling the shipment as though CARRIER transported the shipment itself. Under no circumstances will CARRIER 's obligations under this Agreement, including but not limited to its liability to third parties or its liability for loss, damage or delay to property, be affected or diminished by reason of its brokering shipments to another CARRIER .

10 6. CARRIER agrees that, in the transportation of all goods hereunder, it assumes the liability of a common CARRIER under Title 49 of the United States Code Section 14706 for full actual loss, such liability to exist from the time of the receipt of any of said goods by CARRIER ( CARRIER picks up the shipment and signs the bills) until proper delivery has been made. Claims against CARRIER shall be acknowledged within thirty (30) days of receipt by CARRIER . Claims shall be processed by CARRIER in accordance with 49 CFR Part 370 (claim regulations), except that all claims shall be paid, settled or disallowed by CARRIER within sixty (60) days of filing.